Amesite (AMST) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 13, 2026, to be held virtually, with voting on four key proposals and other business as may arise.

• Record date for voting eligibility is May 22, 2026; proxy materials distributed primarily via Internet to reduce costs and environmental impact.

• Proposals include director elections, auditor ratification, equity plan amendment, and approval of warrant exercises.

Voting matters and shareholder proposals

• Election of two Class II Directors (Ann Marie Sastry and Barbie Brewer) for three-year terms.

• Ratification of Novogradac & Company LLP as independent auditor for fiscal year ending June 30, 2026.

• Amendment to the 2018 Equity Incentive Plan to increase shares available for issuance and incentive stock options by 1,000,000 each.

• Approval of issuance of up to 2,787,464 shares upon exercise of Series A-1 and Series A-2 warrants, including those held by officers and directors.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five directors divided into three classes; majority are independent per Nasdaq standards.

• Ann Marie Sastry serves as CEO, President, and Chairman; board leadership structure reviewed periodically.

• Committees include Audit, Compensation, and Corporate Governance/Nominating, all with independent members and written charters.

• Code of business conduct and ethics and corporate governance guidelines adopted and available on the company website.

• Stockholder communications and director nomination procedures detailed for future meetings.